DJ DGAP-CMS: Haier Smart Home Co.,Ltd.: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
DGAP Post-admission Duties announcement: Haier Smart Home Co.,Ltd. / Third
country release according to Article 50 Para. 1, No. 2 of the WpHG [the
German Securities Trading Act]
Haier Smart Home Co.,Ltd.: Release according to Article 50 of the WpHG [the
German Securities Trading Act] with the objective of Europe-wide
distribution
2020-07-31 / 21:42
Dissemination of a Post-admission Duties announcement according to Article
50 Para. 1, No. 2 WpHG transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*Notice of the 2020 Second Extraordinary General Meeting and the 2020 First
A Shares Class Meeting*
Qingdao / Shanghai / Frankfurt, 31 July 2020 - Haier Smart Home Co., Ltd.
(D-Share ISIN CNE1000031C1, A-Share ISIN CNE000000CG9, *'Haier Smart Home*'
or the '*Company*') published the notice on convening the 2020 Second
Extraordinary General Meeting 2020 First A Shares Class Meeting in
accordance with applicable trading rules of the Shanghai Stock Exchange and
applicable PRC laws. The Meetings will be held on *1 September 2020* in
Qingdao, China.
- Date of the Meetings: 1 September 2020
- Venue: Haier University, Haier Information Industrial Park, No.1 Haier
Road, Qingdao City, China
- Online voting system for A shareholders for the General Meeting: Shanghai
Stock Exchange Online Voting System for Shareholders' Meetings
- For the participation of D shareholders intending to attend the 2020
Second Extraordinary General Meeting (and the 2020 First D Shares Class
Meeting to be convened accordingly) , please refer to the publication
platform of the Company at https://www.dgap.de/, the German Federal Gazette
and the website of the Company at http://smart-home.haier.com/en/ggyxw/ [1],
the invitation letter for, among others, the 2020 Second Extraordinary
General Meeting (and the 2020 First D Shares Class Meeting) separately
issued to D shareholders shortly.
I. *RESOLUTION TO BE CONSIDERED AT THE MEETINGS*
*(1) *Resolutions to be considered at the 2020 Second Extraordinary General
Meeting and type of shareholders
*No.* *Name of *Class of Shareholders*
Resolution*
*A-share *D-share
Shareholders* Shareholders*
Resolution by non-cumulative poll
Resolution on v v
Compliance of the
Material Assets
Restructuring with
Relevant Laws and
Regulations on
Restructuring
.00 Resolution on the v v
Specific Scheme
for the Material
Assets
Restructuring
(case by case)
2.01 Scheme Overview v v
2.02 Regulatory v v
Approval of the
Scheme
2.03 Counterparty v v
2.04 Underlying Assets v v
2.05 Valuation and v v
Transaction Price
of the Underlying
Assets
2.06 Type and Par Value v v
of Shares to Be
Issued
2.07 Place of Listing v v
2.08 Issue Date v v
2.09 Target of Issuance v v
2.10 Base Date for v v
Pricing, Issue
Price and Pricing
Method of H Shares
to Be Issued
2.11 Number of H Shares v v
to Be Issued
2.12 Exchange Ratio v v
2.13 Cash Expense v v
Payment by Haier
Electrics
2.14 Treatment of v v
Fractional Shares
2.15 Arrangements for v v
Rollover of
Undistributed
Profits
2.16 Lock-up Period v v
Arrangement
2.17 Validity Period of v v
the Resolution
Resolution on the v v
Transaction
Constituting a
Related Party
Transaction
Resolution on the v v
Transaction
Constituting a
Material Assets
Restructuring
Resolution on the v v
Transaction Not
Constituting a
Restructuring for
Listing
Resolution on the v v
Draft Report on
the Purchase of
Material Assets
and the Related
Party Transaction
of Haier Smart
Home Co., Ltd. and
its Summary
Resolution on v v
Compliance with
Article 11 of the
Administrative
Measures for
Material Asset
Restructurings of
Listed Companies
and Article 4 of
Provisions on
Several Issues
concerning
Regulating the
Material Asset
Restructurings of
Listed Companies
Resolution on the v v
Company's
2017-2019 IAS
Audit Reports, Pro
Forma Review
Reports
Resolution on v v
Audit Reports and
Pro Forma Review
Reports Relating
to Underlying
Assets in the
Transaction
Resolution on v v
Valuation Report
Relating to
Underlying Assets
in the Transaction
Resolution on the v v
Independence of
the Valuer,
Reasonableness of
the Valuation
Assumptions,
Relevance of the
Valuation
Methodology to the
Valuation Purpose
and Fairness of
Transaction
Pricing
Resolution on the v v
Completeness and
Compliance of
Legal Procedures
and the Validity
of the Legal
Documents
Submitted in the
Transaction
Resolution on v v
Matters Relating
to the Possible
Dilution of the
Current Earnings
Per Share of
Listed Companies
by the Transaction
Resolution on the v v
Report on the Use
of the Company's
Previous
Proceedings
Resolution on the v v
Shareholder Return
Plan for the Next
Three Years
(2021-2023) of
Haier Smart Home
Co., Ltd.
Resolution on v v
Amending the
Articles of
Association of
Haier Smart Home
Co., Ltd.
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the Rules
of Procedure for
General Meetings
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the Rules
of Procedure for
the Board of
Directors
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the Rules
of Procedure for
the Board of
Supervisors
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the
Management System
of Funds Raised
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the Fair
Decision-Making
System for Related
Party Transactions
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the
System for
Independent
Directors
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the
Investment
Management System
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the
External Guarantee
Management System
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the
Confidentiality
and Records
Management System
for Overseas
Issuance of
Securities and
Listing Applicable
Upon the Listing
of the Company's H
Shares
Resolution on v v
Requesting the
General Meeting to
Authorize the
Board of Directors
and its Authorized
Persons to Sign
the Framework
Agreement on Daily
Related Party
Transactions for
2020-2022
Resolution on v v
Requesting the
General Meeting to
Authorize the
Board of Directors
and its Authorized
Persons to Handle
(MORE TO FOLLOW) Dow Jones Newswires
July 31, 2020 15:42 ET (19:42 GMT)
Matters Relating
to the Transaction
in Their Sole
Discretion
Resolution on the v v
Treatment of
Exchangeable Bonds
Issued by the
Company through an
Overseas
Wholly-Owned
Subsidiary
Resolution on the v v
Transfer of 54.50%
Equity of Haier
COSMOPlat IOT
Ecosystem
Technology Co.,
Ltd. by the
Company and the
Related Party
Transaction
(2) Resolutions to be considered at the 2020 First A Shares Class Meeting
and type of shareholders
*No.* *Name of Resolution* *Type of Shareholders*
*A Shareholders*
Resolution by non-cumulative poll
Resolution on the Specific v
Scheme for the Material
Assets Restructuring (case by
case)
1.01 Scheme Overview v
1.02 Regulatory Approval of the v
Scheme
1.03 Counterparty v
1.04 Underlying Assets v
1.05 Valuation and Transaction v
Price of the Underlying
Assets
1.06 Type and Par Value of Shares v
to Be Issued
1.07 Place of Listing v
1.08 Issue Date v
1.09 Target of Issuance v
1.10 Base Date for Pricing, Issue v
Price and Pricing Method of H
Shares to Be Issued
1.11 Number of H Shares to Be v
Issued
1.12 Exchange Ratio v
1.13 Cash Expense Payment by Haier v
Electrics
1.14 Treatment of Fractional v
Shares
1.15 Arrangements for Rollover of v
Undistributed Profits
1.16 Lock-up Period Arrangement v
1.17 Validity Period of the v
Resolution
Resolution on the Treatment v
of Exchangeable Bonds Issued
by the Company through an
Overseas Wholly-Owned
Subsidiary
(3) Resolutions to be considered at the 2020 First D Shares Class Meeting
and type of shareholders will be separately published in D shareholders
invitation letter
II. *QUALIFIED ATTENDANCE*
*(1) *Shareholders of the Company registered with the Shanghai Branch of
China Securities Depository & Clearing Corporation Limited at the close of
business on the Record Date are entitled to attend the General Meeting
(details as set out in the following table) and may appoint proxies in
writing to attend and vote at the General Meeting. Such proxies need not be
shareholders of the Company.
*Class of Shares* *Stock Code* *Stock Short *Record Date*
Name*
A Shares 600690 Haier Smart Home August 24,
2020
(2) Directors, supervisors and senior management of the Company.
(3) Lawyers engaged by the Company.
(4) Other persons.
III. *REGISTRATION METHOD*
(1) Holders of domestic shares (A Shareholders)
1. Registration method: An individual shareholder may register with his/her
shareholder account card, identity card and shareholding certificate (a
proxy with the share account card and shareholding certificate of the
principal, power of attorney and his/her identity card); a corporate
shareholder may register with the corporate certificate, shareholder account
card, power of attorney and the attendee's identity card. Foreign
shareholders may register by fax or letter (subject to the receipt of the
fax or letter by the Company before 16:00 on August 26, 2020).
2. Registration time: August 25, 2020 to August 26, 2020 at 9:30-11:30 a.m.
and 1:00-4:00 p.m.
3. Registration place: Department of Securities of Haier Smart Home Co.,
Ltd., Haier Information Industrial Park, No.1 Haier Road, Qingdao City.
(2) Holders of overseas listed foreign shares (D Shareholders)
Please refer to the publication platform of the Company at
https://www.dgap.de/, the German Federal Gazette and the website of the
Company at http://smart-home.haier.com/en/ggyxw/ [1], the invitation letter
for, among others, the 2020 Second Extraordinary General Meeting (and the
2020 First D Shares Class Meeting) separately issued to D shareholders
shortly.
The Board of Directors of
Haier Smart Home Co., Ltd
*IR contact:*
Yao Sun (Sophie) - Haier Smart Home Germany
T: +49 6172 9454 143
F: +49 6172 9454 42143
M: +49 160 9469 3601
Email: y.sun@haier.de
2020-07-31 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Haier Smart Home Co.,Ltd.
Haier Industrial Park, Laoshan District
266101 Qingdao
China
Internet: www.haier.net
End of News DGAP News Service
1107905 2020-07-31
1: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=b7f98871d55343da99292104c63a0832&application_id=1107905&site_id=vwd&application_name=news
(END) Dow Jones Newswires
July 31, 2020 15:42 ET (19:42 GMT)
